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The Charter of The Company
The following is the Charter of The Company "Bona Fortuna." 'ARTICLE I: Name' The name of the Corporation is Bona Fortuna. 'ARTICLE II: 'Period of Duration The period of duration of the Corporation is perpetual. 'ARTICLE III: Sole Ownership' The Corporation is recognized as under the sole proprietorship and direct legal property of the Limited Holding Imports Corporation of Malvont City, Malvont, directed under the care of Lord Janadan Handlepuff Vishnu of Gentria, hereafter the Sole Proprietor. 'ARTICLE IV: Alteration Rights' The Sole Proprietor reserves the right to make any alteration to this charter at any time. ''ARTICLE V: P''urpose and Powers The purpose for which the Corporation is formed is to engage in any act, activity or business for which corporations may now or hereafter be organized under the Malvont General Corporation Law (the “GCL”). The Corporation shall have all the general powers granted by law to Malvont corporations and all other powers not inconsistent with Malvont or local jurisdictional law which are appropriate to promote and attain its purpose. 'ARTICLE VI: Address and Resident Agent' The address of the principal office of the Corporation in the State of Malvont is 6801 Little Baldur, Outdocks, Malvont City. The Resident Agent of the Corporation is Trans-Vishnu Lawyers Incorporating Service Company, LLC, whose address is at the estate at 203 Theater District, Gentria, Malvont City. The Resident Agent is a Malvont corporation. 'ARTICLE VII: Officers' SECTION 1. The business and affairs of the Corporation shall be managed under the direction of a board of officers. SECTION 2. The number of officers of the Corporation is currently three (3), which number may be increased or decreased from time to time pursuant to the Charter or the Bylaws of the Corporation, but which never shall be less than two (2).The names of the current officers are: Ashra Puzzlesolver, Leilah Maloch, and Cicero Shadolan. SECTION 3. Subject to the will of the Sole Proprietor or the legally appointed agents thereof, any officer or the entire Board of Officers may be removed from office as an officer or officers at any time, but only for cause, by the affirmative vote at a duly-called meeting of company members of a majority of the votes entitled to be cast generally for the election of directors. SECTION 4. In addition, any officer or the entire Board of Officers may be removed from officer as an officer or officers at any time at the digression of the sole proprietor or the legally appointed agents thereof. SECTION 5. Vacancies in the Board of Officers, except for vacancies resulting from an increase in the number of officers, shall be filled only by a majority vote of the duly-signed company members then in contract, even if less than a quorum, except that vacancies resulting from removal from office by a vote of the company members may be filled by the company members at the same meeting at which such removal occurs. No vacancy may be filled this way without the affirmative vote of at least one (1) present Officer or the consent of the Sole Proprietor. Vacancies resulting from an increase in the number of officers shall be filled only by a majority vote of the entire Board of Officers, or at the discretion of the Sole Proprietor. Except to the extent provided in the Charter, no decrease in the number of officers constituting the Board of Officers shall shorten the term of any incumbent officer. SECTION 6. Except to the extent prohibited by law or limited by the Charter, the Board of Officers shall have the power (which, to the extent exercised, shall be exclusive) to fix the number of directors and to establish the rules and procedures that govern the internal affairs of the Board of Officers and nominations for officer, including, without limitation, the vote required for any action by the Board of Officers, and that from time to time shall affect the officers’ power to manage the business and affairs of the Corporation, and no Bylaw shall be adopted by duly-signed non-officer company members which shall modify the foregoing. SECTION 7. There shall, at minimum, be two officer positions: Chief Executive Officer, and Chief Financial Officer. Except for temporary agreements created under Article 7, Section 6 of this Charter and pursuant to the approval of the Sole Proprietor, no single individual shall occupy more than one Officer position simultaneously. SECTION 8. Officers, when elected, shall remain officers until the invocation of Article 7, Section 3, or such a time as decided by the powers granted to the Board of Officers under Article 7, Section 6, or the passage of one (1) “season.” Officers may serve multiple seasons after re-election. 'ARTICLE VIII: Authorized Shares and Compensation' SECTION 1. The Board of Officers of the Corporation is empowered to authorize the issuance from time to time of shares of stock, whether now or hereafter authorized, and securities, whether now or hereafter authorized, for such consideration as the Board of Officers may deem advisable, subject to such limitations and restrictions, if any, as may be set forth in the Bylaws of the Corporation. SECTION 2. Share distribution shall occur at the discretion of the Board of Officers, but shall occur no less than four (4) times per calendar year. SECTION 3. The Board of Officers shall have the power to set a value for shares of stock. SECTION 4. Except to the extent prohibited by law or limited by the Charter, the Chief Financial Officer or other individual granted that power by the Sole Proprietor or the Board of Officers shall have the power to control Corporation assets and will have informal control over the enactment of section one of this article. No bylaw or the repeal of all or part of this article shall allow a non-officer that authority. SECTION 5. The Corporation shall not offer any more than two (2) shares to any officer or non-officer in one payment period. Payment periods my not be consecutive except with consent of a majority of company members conviened for the purpose or the Sole Proprietor. In addition, the Chief Financial Officer may not issue to himself or his friends, consorts, companions, creditors, patrons, or family members shares of stock unless authorized by at least one (1) other officer or a quorum of non-officer party members except as payment under section 6 of this article. SECTION 6. All company members shall receive payment, in shares or security, according to the value set for a share under Section 3. No company member shall be excluded except on reason of censure following an affirmative majority vote of all company members. SECTION 7. The Sole Proprietor shall have the power, from time to time, to determine whether any, and if any, what part, of the surplus of the Corporation shall be declared in dividends and paid to the Sole Proprietor, and to direct and determine the use and disposition of any such surplus. SECTION 8. The Board of Officers shall have the responsibility of paying all legally due taxes and fees due by Corporation and anticipating such fees, pursuant to the tax code of Malvont. Taxes are to be paid on January 1st of each new year, in the amount of one million Malvont Dollars (M$ 1,000,000) if no accurate account of the previous year exists, or in the amounts dictated by law. 'ARTICLE IX: Bylaws' Share-receiving members of the Corporation shall have the power, at any regular or special meeting, to make and adopt, or to amend, rescind, alter or repeal, any Bylaws of the Corporation. The Bylaws may contain any provision for the regulation and management of the affairs of the Corporation not inconsistent with law or the provisions of the Charter. 'ARTICLE X: Inspection of Records and Artifacts by Company Members' SECTION 1. The Chief Executive Officer, subject to the decisions of the Sole Proprietor, shall have power to determine from time to time whether and to what extent and at what times and places and under what conditions and regulations the items, weapons, pieces of armor, shields, transport devices, books, records, accounts, artifacts, and documents of the Corporation, or any of them, shall be open to inspection by company members, except as otherwise provided by law or by the Bylaws; and except as so provided no company members shall have any rights to inspect any book, record, account or document of the Corporation unless authorized to do so by resolution of the Chief Executive Officer or Sole Proprietor. SECTION 2. The Chief Executive Officer, subject to the decisions of the Sole Proprietor and the terms of employment negotiated by contract, shall have the power to determine from time to time whether and to what extent and at what times and places and under what conditions and regulations the items, weapons, pieces of armor, shields, transport devices, books, records, accounts, artifacts, and documents belonging to company members in a private capacity shall be open to inspection, except as otherwise provided by law or by the Bylaws; and except as so provided no company members, including the Chief Executive Officer, shall have any rights to inspect the gear and possessions of any other unless authorized to do so by resolution of the Chief Executive Officer under the requirements of Article Twelve of the Charter. SECTION 3. If, from time to time, an item, artifact, weapon, book, record, account, artifact, or document (hereafter the "item") examined under the second section of this article should be inspected and thereafter the Board of Officers shall rule unanimously that the said item should pose a clear and present danger to the Corporation or the well-being of one or more of its members, or the Board of Officers or the Sole Proprietor shall unanimously determine with the help of council that the possession of said item by a company member should be a violation of Article Five of this Charter, or that any company officer shall determine that the possession of the item is in violation of any of any Bylaws, the Chief Executive Officer shall have the power to compel the owner to forfit the item in exchange for its fair market value as appraised, or, in the absence of a quantifiable value for the item, the sum of one million Malvont Dollars ($M 1,000,000) in company stock. If the owner refuses to forfit the item, the Chief Executive Officer shall have the power to immediately terminate the owner's employment without severance. 'ARTICLE XI: Limitation of Liability to Officers' SECTION 1. The Board of officer shall have the power to adopt Bylaws or resolutions for the indemnification of the Corporation’s directors, officers, employees and agents, provided that any such Bylaws or resolutions shall be consistent with applicable law. SECTION 2. No director or officer of the Corporation shall be liable to the Corporation or its owners for money damages. Neither the amendment nor repeal of this Article, nor the adoption or amendment of any provision of the Charter or Bylaws inconsistent with this Article, shall apply to or affect in any respect the applicability of the preceding sentence with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption. 'ARTICLE XII: Informal Action by Board of Directors' Any action required or permitted to be taken at any meeting of the Board of Officers, or of any committee thereof, may be taken without a meeting, if a written consent to such action is signed by all members of the Board of Officers or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board of Officers or such committee. 'ARTICLE XIII: Rights of Members' SECTION 1. All members have a right to reasonable protection from death and other forms of permanent harm. SECTION 2. No member shall be denied their vote, except for cases of loss of volition. SECTION 3. All members have a right to their private property, even after death, except in cases of immediate requirement in regards to section one of this article. All members have the right to compensation for their items should they be seized under section one of this article, or under article ten, section three. SECTION 4. Members have the right to remain unsearched and unmolested by magical or mundane means, except under the circumstances set forth in article ten, or unless required as a term of employment. SECTION 5. Members have a right to fair compensation for their goods and services, and to negotiate that fair compensation. Category:Primary Source Category:Documents